**Exhibit 11**

**AAMES FINANCIAL
  CORPORATION 
  Computation of basic and diluted net income per common share 
  Three and nine months ended March 31, 2004 and 2003 
  (amounts in thousands, except per share data)**

|                                                       | Three Months
      Ended
      March 31, | Nine Months
      Ended
      March 31,
|------------------------------------------------------ | ---------------------------------------- | ---------------------------------------
|                                                       |                                          | **2004**                               
|**Basic
      net income per common share:**           |                                          |                                        
|                                                       |                                          |                                        
|Net
      income                                       |                                          | $   20,890                             
|Less:
      Accrued dividends on Series B,             |                                          |                                        
|C,
      and D Convertible Preferred Stock             |                                          | (2,869                                 
|                                                       |                                          |                                        
|Basic
      net income (loss) to common stockholders   |                                          | $   18,021                             
|                                                       |                                          |                                        
|Basic
      weighted average number of common          |                                          |                                        
|shares
      outstanding                               |                                          | 7,120                                  
|                                                       |                                          |                                        
|Basic
      net income per common share                |                                          | $       2.53                           
|                                                       |                                          |                                        
|**Diluted
      net income per common share:**         |                                          |                                        
|                                                       |                                          |                                        
|Basic
      net income to common stockholders          |                                          | $   18,021                             
|Plus:
      Accrued dividends on Series B,             |                                          |                                        
|C,
      and D Convertible Preferred Stock             |                                          | 2,869                                  
|Interest
      on 5.5% Convertible Subordinated        |                                          |                                        
|Debentures                                             |                                          | 522                                    
|                                                       |                                          |                                        
|Diluted
      net income (loss) to common stockholders |                                          | $   21,412                             
|                                                       |                                          |                                        
|Basic
      weighted average number of common          |                                          |                                        
|shares
      outstanding                               |                                          | 7,120                                  
|Plus
      incremental shares from assumed             |                                          |                                        
|Conversions
      of:                                  |                                          |                                        
|Series
      B, C and D Convertible Preferred Stock    |                                          | 85,061                                 
|5.5%
      Convertible Subordinated Debentures         |                                          | 824                                    
|Exercise
      of:                                     |                                          |                                        
|Common
      Stock options                             |                                          | 8,111                                  
|Warrants                                               |                                          | 3,684                                  
|                                                       |                                          |                                        
|Diluted
      weighted average number of common        |                                          |                                        
|shares
      outstanding                               |                                          | 104,800                                
|                                                       |                                          |                                        
|Diluted
      net income (loss) per common share       |                                          | $       0.20                           
|                                                       |                                          |                                        

Note: During the three and nine months ended March 31, 2003, the assumed conversion
  of the 5.5% Convertible Subordinated Debentures due 2006 was not assumed due
  to their anitdilutive effect.